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Plot

In the middle of the night, Ben and Rook are inside of the Proto-TRUK and chasing after a truck with a hologram driver. Interestingly, Ben sounds a lot more sophisticated than usual as he tries to stop the truck. Soon enough, Ben manages to climb into the truck and takes control of the truck. Suddenly, Ben's chair is turns sideways and someone who is controlling the truck in the storage area speaks to him. This someone is none other that the Inspector 13. Inspector 13 reveals that he is now an independent dealer of illegal alien technology and Ben continues to talk in a more formal manner to the Inspector. Inspector 13 then commands the Techadon Robots to fire on Ben, but they miss due to Ben leaping out of the way and moving surprisingly graceful in his human form. Outside in the Proto-TRUCK, Rook notices something is odd about Ben as observes "Ben" managing to climb onto the roof of the truck using gymnastics Inspector 13 and the Techadon Robots arrive to the roof of the truck and blast at "Ben", but he dodges the blast and hangs on an edge of the truck. In order to avoid being blasted by one of the Techadon Robots, "Ben" then releases his grip on the edge of the truck and falls onto the front window of Proto-TRUK. After Rook wonders about whether "Ben" is okay, "Ben" tells Rook to focus and refers to Rook by his species' name instead of his actual name and instructs Rook to pursue the truck. After Inspector 13 projects a blast at the Proto-TRUK that causes the vehicle to stop and "Ben" jumps off of the Proto-TRUK to the ground, Rook suggests to "Ben" that he should transform into Fasttrack or XLR8 to catch them, but "Ben" refuses and says that he relies on his aliens too much. After Rook asks "Ben" about whether he has taken his advise of training to fight in his human form, "Ben" states that Rook is his partner and that his opinion matters to him. "Ben" then claims to know where Inspector 13 is going.

In Undertown, "Ben" and Rook continue their search for Inspector 13 due to "Ben" believing that the underground alien city is where to discover the illegal alien weapons. Rook is confused by "Ben" purchasing random items as they search, "Ben" claims these items are gifts for extended family members (particularly for his Aunt Peggy and the birthday of another cousin, not Gwen whom he shares a birthday with in December). Rook comments that only one of Inspector 13's weapons is notably dangerous and suggests they ask a lowly criminal for information. "Ben" asks Rook to identify the criminals that they know (which include Bubble Helmet and Sweet-Eels Sparklefunk) and Argit just happens to be heading towards their direction with a crowd of alien citizens following him, which prompts "Ben" to select the con artist as the criminal to ask for information.

Interestingly, Argit is very popular compared to what his reception in the past. Based on the story he is telling the crowd, it appears as though his actions from during the Incurseaninvasion has giving him good publicity and painted him in a heroic light; Solid Plugg and Fistina are now affiliated with him as well and walking behind him to provide protection. As Argit tells the alien crowd a fake story about the events that had occurred during the Incursion invasion, "Ben" calls Argit's name and Argit greets them. "Ben" and Rook attempted to ask Argit about what he might know of the illegal weapons. Argit then denies to the crowd knowing anything about the illegal weapons and quickly asks them to talk with him in his office. After they enter into Argit's office, Solid Plugg and Fistina block the entrance of his office to prevent the crowd of alien citizens from entering into the office.

Once inside of his office called Argit Industries, Argit apologizes to "Ben" and Rook for his "double talk" and admits he did so to keep his good publicity going. Rook states that Argit is using his new found good publicity to disguise himself while secretly operating as a con man. Argit states that he is correct and then asks "Ben" and Rook about whether they would like to have a snack or a beverage. "Ben" replies that he would like to have Chili Fries with cheese and an excessive amount of onions which results in Argit instructing Solid Plugg to retrieve them. Once "Ben" and Rook inform Argit about their search for Inspector 13, Argit mentions that Inspector 13's warehouse is actually a massive fortress and asks them whats in it for him. "Ben" says he may keep the legal weapons there to sell , which is enough to convince Argit to join them and he tells them to keep their operation as a secret. After Argit tells Solid Plugg to bring in the muscle, Solid Plugg arrives with a plate of chili fries and Fistina. After "Ben" snatched the chill fries from Solid Plugg's hands due to having a strong craving, he devoured the chili fries in an extremely obsessive manner. Fistina is happy to be see with Rook, much to his dismay, and Solid Plugg believes that "Ben" and Rook are not cool, but Argit states that they are partners with them. Fistina is happy to be partners with Rook, but the Revonnahgander's thoughts about Fistina are not mutual. As "Ben" finishes consuming the chili fries, resulting in him disposing of the wrapper through throwing it into another direction, and uses the sleeve of his jacket in order to clean the chili off of his face, </span>Solid Plugg notices the weird behavior of "Ben" and asks him if he had received a haircut. "Ben" replies that he did not receive a haircut and claims to be trying to better himself in order to be a better partner. Rook comments that "Ben" has made some great improvements, that is until "Ben" had bulged loudly, which prompts Rook, Fistina, and Argit to groan and Argit to say that there is the Ben that they know and love.

Meanwhile in the Plumber Base, it is shown what seems to be Albedo is banging his hand on a jail cell door, yelling to be set free and that he is not Albedo and that he is actually Ben. After saying that he is actually Ben and not Albedo, "Albedo" transforms into Four Arms and tries to punch and pull the door to his jail cell door down in order to destroy the door and escape, but this attempt is ineffective and Four Arms is knocked back and transforms back into "Albedo". After realizing that he is unable to knock the door down and believing that he is able to phase through it, "Albedo" then transforms into Big Chill and attempts to phase through the prison door through becoming intangible, but Big Chill is unable to phase through the door and he is knocked down to the ground and transforms back into "Albedo". "Albedo" states that he can't phase through the cell door or walls and then realizes that the reason why that the prison is tangible is to prevent Albedo from escaping. As Blukic and Driba deliver food to prisoners with their vehicle, "Albedo" attempts to convince Blukic and Driba that Albedo has pulled a trick and that he is actually Ben, but they don't believe him and assume that "Albedo" is trying to trick them. "Albedo" then says that if he were the real Albedo, he would be smart enough to know that he would not be able to trick them and would not even attempt to. Although Driba admits that "Albedo" does have a point, Blukic still does not believe that "Albedo" is telling the truth. Blukic and Driba, due to believing that they are untrickable, still do not believe that "Albedo" is Ben and leave the food inside of "Albedo's" jail cell. After they ride away on their vehicle, "Albedo" hits the door with his fist. He then crouches down and opens the lid of the container that has the food and asks to have some ketchup to eat with his food. "Albedo" then looks down at the container as he begins to visualize a plan.

As Blukic and Driba return to pick up the empty food containers, they believe that "Albedo" is sleeping when in reality, "Albedo" secretly transformed into Nanomech and hid inside of the container. Unfortunately, his cover gets blown when the elevator security scanner finds him after Blukic and Driba had entered into the elevator with their vehicle that was having the empty food containers. Luckily, Nanomech manages to evade the dimwitted Galvans by flying in order to prevent himself from being injured by the blasts that are from their laser guns, which eventually causes Blukic and Driba to have to reload their weapons, and transforms back into "Albedo" after landing on top of the cart. "Albedo" then transforms into Big Chill again, just as Blukic and Driba have finished reloading their weapons, and he escapes as Blukic and Driba shoot at him with their blasters by phasing through one of the walls of the elevator. Then, Big Chill manages to fly up and phase through the ceiling and almost manages to escape. But unfortunately, Big Chill is targeted by a group of lasers. He manages to prevent himself from being blasted through dodging the lasers via flying, but the Omnitrix times out and Big Chill transforms back into "Albedo". He hangs on a pipe with lasers aimed and shooting towards him and he looks at an air vent entrance.

Back in Undertown, Argit and a couple of other aliens disguise themselves as delivery people and trick the Techadon Robots into bringing three crates into the warehouse through purchasing them. It is revealed that Solid Plugg and Fistina were inside of the crates, who manage unpack themselves from the crates and Fistina detaches her fist and sends it flying to press a button on the wall in order to open the gate for Argit, Rook and "Ben". However, the five of them soon see that they must now deal with an army of Techadon Robots.

Meanwhile back at to the Plumber Base, Blukic and Driba are engaging in another argument and blaming each other over who allowed "Albedo" to escape as someone tries to attract their attention through calling to them. After he attracts the attentions of Blukic and Driba through telling them to direct their eyes on him and they notice him, Eye Guy appears before them and transforms back into "Albedo". He then asks Blukic and Driba for a favor.

Back in Undertown, The battle in Inspector 13's warehouse rages on as Rook, Solid Plugg and Fistina beat down the Techadon Robots. Argit hides behind some crates and "Ben" joins him saying "why take any chances?" After Rook, Fistina, and Solid Plugg defeated the Techadon Robots, "Ben" locks them inside the warehouse through inserting crowbar into the button that opens the door to destroy it, prompting Solid Plugg to ask about how they will be able to remove the weapons from the warehouse if the door is not functioning. "Ben" tells them not to worry, saying that he only needs one item and that the other four are not going to anywhere. "Ben" then transforms into Wildvine and traps Rook, Argit, Fistina, and Solid Plugg in his vines to separate tables. Argit calls out to him, but Rook corrects him and says that it's not actually Ben. Negative Wildvine walks over to the center of the floor with a box and transforms back into "Ben", who then removes a pair of green contact lens, a wig, and a jacket and reveals to the other four that he is actually Albedo. Albedo then says that he could not put one on Rook after he has been impersonating Ben for several days. After Albedo opens the box and inserts a red square into his device that changes its color from green to red, he proceeds to explain to his captives how he pulled off tricking them into thinking he was Ben.

Albedo says that he joined forces with "a silent partner who knows the Plumber Base extremely well" (whose identity is hinted at if one carefully looks at the silhouette), who knocked out Ben with a special move and used a device to make him look like Albedo through altering the color of his hair, eyes, and clothes. Albedo then says that the next part was simple and gloats at how foolish Rook was to think Ben would take his advice in order to better himself and become the great hero that he always wanted. Argit calls Rook out for trying to change how his Ben acts, but Rook tells Argit to be silent as he struggles through the vines. Albedo adds that the device that he is wearing on his wrist to transform is not an Omnitrix, but just a device that he needs to stabilize his transformations and he states that he needs one final component for his stabilizer device in order to achieve "Ultimate Power", which Inspector 13 (having just entered the room) accurately guesses that the final component is a Polymorphic Crystal. After Albedo asks Inspector 13 about whether he was aware, Inspector 13 then reveals he saw through the ruse the whole time and the fact that the Polymorphic Crystal is a Techadon product, which prompts Fistina to say that she knew that the name sounded familiar. Solid Plugg admits that Fistina is not smart while being pretty, which causes Fistina to smile and for Solid Plugg to blush. Albedo then confirms he didn't dare to use his aliens when they first clashed to keep his identity hidden. Albedo transforms into Humungousaur and says that his eyes are always giving him away. Negative Humungousaur then runs off to fight Inspector 13, but Inspector 13 summons two walls from the ground to hold Negative Humungousaur and activates a wrist blaster and positions it to project a blast at Negative Humungousaur. Negative Humungousaur breaks out of the walls and dodges the blast after Inspector 13 had fired it at him, but Inspector 13 then summons a group of Techadon Robots to attack Negative Humongousaur. The Techadon Robots then jump and perform a dog pile on Negative Humungousaur and he picks one of the robots up and destroys it with a punch. As Rook and Argit try to break out of the vines, Negative Humungousaur is unable to defeat the Techadon Robots as he is being pulled to the ground due to the weight of the robots that are from them performing a dog pile on him. Then, Inspector 13 activates his blaster again and positions the blast at Negative Humungousaur, but Negative Humungousaur then transforms into Big Chill and becomes intangible to protect himself from the blast (which destroys the robots instead) . After becoming tangible, Negative Big Chill flies through the cloud of smoke, uses his freeze breath to encase Inspector 13's hand that has the wrist blaster in ice, and lifts Inspector 13 and carries him up high into a wall where he rips off a component from Inspector 13's suit with his claws. After wondering if Inspector 13 is a weapon master, Negative Big Chill then moves closer to him and says that Inspector 13 does not make his weapons just like he used to.

As he was floating in the air, Negative Big Chill lets Inspector 13 go and tells his captives that he will freeze him. After landing on the ground, Negative Big Chill then encases Inspector 13's entire body in ice with his freeze breath, but Inspector 13 uses a detonates a hand held device which frees him from the ice and knocks Negative Big Chill down. Inspector 13 then activates his wrist blaster which he placed the crystal into and projects a blast at Negative Big Chill, but Negative Big Chill becomes intangible to protect himself from the blast and transforms into Wildvine again and uses his vine to snatch the blaster from Inspector 13's wrist and knocks the Inspector away into corner and traps him in his vines. Argit then sarcastically congratulates Inspector 13 for failing to prevent Negative Wildvine from retrieving the wrist blaster and the Polymorphic Crystal. After Negative Wildvine removes the Polymorphic Crystal from the wrist blaster, lifts it up into the air with his hand, and transforms back into Albedo, he gloats about how the key to restoring his true form is belonging to him at last and with that "Ultimate Power". Albedo then states that he just needs to insert the Polymorphic Crystal into his stabilizer. Suddenly outside of the warehouse, Armodrillo uses a drilling attack that breaks down a wall, which also causes Albedo to fall to the ground and let go of the crystal, and transfoms back into Ben in his regular appearance as Albedo gets up from the ground. Ben jokes that the front door was locked so he had to knock first, prompting Albedo to become very angry to see him. Ben then explains he convinced the Plumbers to run a full scan and says that he is obviously the real Ben, but Albedo states that it doesn't matter and that Ben is too late. Albedo then looks at the Polymorphic Crystal and Ben, after looking at the Polymorphic Crystal as well, wonders about what it is. In order to prevent Albedo from retrieving the crystal, Ben then runs over to and tackles Albedo to the ground after he leaps to catch the Polymorphic Crystal, but Albedo then transforms into Goop and escapes from Ben through flying away due to using his anti-gravity projector. As Negative Goop tries to catch the crystal after it rolls away, Rook tells Ben to prevent him from retrieving the Polymorphic Crystal and Ben transforms into Water Hazard. Water Hazard then launches a water blast that blows Negative Goop away and knocks him down. As Water Hazard runs and tries to retrieve the Polymorphic Crystal, Negative Goop causes Water Hazard to trip and knocks him into some boxes.

Fistina manages to detach her hand to free Rook from his bindings caused by the vines while Water Hazard emerges from the boxes as Terraspin and creates a wind blast that blows Negative Goop into a wall where he splashes to the ground and transforms back into Albedo. Terraspin tries to retrieve the Polymorphic Crystal through using a wind attack that blows the crystal close to him, but he fails to do so after Albedo throws a crowbar at Terraspin, preventing Terraspin from using his wind attack because he was removing the crowbar from his arm due to it feeling uncomfortable. Albedo picks up the Polymorphic Crystal and holds it with two of his fingers, stating that Ben will witness true "Ultimate Power". Albedo then inserts the Polymorphic Crystal into his stabilizer device, changing its appearance from that of the Omnitrix to a form similar to the original Ultimatrix. After Terraspin transforms back into Ben, there are beeping sounds that are coming from the newly altered stabilizer device and Ben and Rook, who was getting up from the table, watch as Albedo transforms into Humungousaur again, which causes Ben to look on shocked and say "No way...". Negative Humungousaur then transforms into Ultimate Humungousaur and laughs, claiming that he is now an Ultimate Vaxasaurian and comments on how he is able to transform into Ultimate Aliens while Ben is unable to. Negative Ultimate Humungousaur then launches missiles at Ben and Rook, who both flee away. Ben protects himself behind a column and then transforms into Eye Guy again, claiming that he does not need to, and defeats Negative Ultimate Humungousaur through creating a fire-circle that surrounds Negative Ultimate Humungousaur with an eye on his hand. Negative Ultimate Humungousaur growls and then transforms into Ultimate Echo Echo. Negative Ultimate Echo Echo defeats Eye Guy when he creates a group of sonic disks and sends them flying to surround Eye Guy and project powerful sonic blasts that injure Eye Guy's ears and Eye Guy then transforms back into Ben. Ben, after commenting that he has never thought that he would ever be on the other end of the move, transforms into Shocksquatch and defeats Negative Ultimate Echo Echo through electrocuting the sonic discs that were surrounding him. After being electrocuted due to the sonic discs, Negative Ultimate Echo Echo then transforms into Ultimate Spidermonkey and defeats Shocksquatch through grabbing an insulated and running up to him. He then wraps an insulated pipe around Shocksquatch's back and torso and twists it, causing Shocksquatch to scream in pain and he transforms back into Ben. Negative Ultimate Spidermonkey begins to remove Ben's Omnitrix due to believing that the process will be messy and that his new Ultimatrix is much more superior and laughs, but Ben doubts it and transforms into Four Arms again and knocks Negative Ultimate Spidermonkey into the outside with a punch. As Rook tries to free Fistina and Solid Plugg from the vines, Negative Ultimate Spidermonkey fights Four Arms and gets distracted after Rook uses his Proto-Tool to project an energy net at Negative Ultimate Spidermonkey that covers his face. When Negative Ultimate Spidermonkey was about to finish off Four Arms after defeating him and not looking, Argit projects some of his quills at Negative Ultimate Spidermonkey and he becomes paralyzed, faints, and transforms back into Albedo. Albedo is shown to be sleeping while being unconscious, which prompts Argit to tell him to remain down.

Four Arms, puzzled about the events that were happening, transforms back into Ben, who then thanks Argit for his help. Argit replies that they have to stick together since they are heroes. Afterwards, Rook, Solid Plugg, and Fistina have arrested Inspector 13 and Solid Plugg attempts to ask Fistina on a date (which Rook believes to be a favor for the both of them) and Ben tells Solid Plugg and Fistina to help him and Rook to get Albedo and Inspector 13 back into the Plumbers' base, but all of this gets interrupted when an unidentified ship liberates the unconscious Albedo and flies away. Rook lets Ben know that Albedo mentioned he teamed up with someone and Ben calmly replies that they at least know what they are up against. After the citizens of Undertown became frightened, Argit calms down the citizens of Undertown through saying that he has assisting Ben and Rook keeping dangerous weapons off the streets of Undertown and all of Bellwood. The citizens of Undertown cheer for Argit, Ben, and Rook, which prompts Rook to comment that Argit is a great public speaker and Ben states that he is scary good.

In Khyber's ship, Albedo wears a jacket and a black T-shirt and twists his arms and body, saying that Argit's quills were very unpleasant. Khyber is sitting down in his chair and lectures Albedo for not knowing his opponent. Albedo says that none of that matters now that the plan has worked and he has what he needs. Khyber asks if Albedo can maintain his Galvan form. Albedo then transforms into his original Galvan form and replies that it is better now that he is able to assume into his Ultimate Form. Albedo then transforms into Ultimate Albedo and after he shouts out his name, he states that even Azmuth will bow down to the intellect of a hyper evolved Galvan. Khyber rises from his chair and proclaims that they are ready. Ultimate Albedo tells Khyber they can now make preperations for the next phase of their plan as the ship flies through space.

Quotes

Albedo:(undercover as Ben, after buying something) My cousin's birthday.Rook: Her birthday is in December.Albedo: Ep.. My other cousin. You don't know her.

Albedo: Now you'll witness true ultimate power! (puts the crystal into the Ultimatrix and transforms into Humungousaur)Ben: No way.... (Albedo transforms into Ultimate Humungousaur)Negative Ultimate Humungousaur: Ha-ha-hah! That's right, Tennyson! An Ultimate Vaxasaurian! I can change into ultimate aliens, but you can't! (attacking Ben and Rook. Ben transforms into Eye Guy)Eye Guy: Maybe EYE don't need to! (creating a fire-circle around Albedo with eye on his hand. Albedo transforms into Ultimate Echo Echo and throws sonic disks around Ben) EYE-Caramba! (reverts to Ben)Ben: Not used to being on the other end of that move. (transforms into Shocksquatch and breaks the disks.)Shocksquatch: Uh, let's turn it down a notch okay?

Argit: Fellow citizens! It's alright! I, Argit, have assisting these fine red spots, keeping dangerous weapons off the streets of Undertown, and all of Bellwood! (all Undertown citizens hail for Argit)Rook: He is very good at this....Ben: Scary good...

Albedo: None of that matters now, the plan worked, and I have what I need.Khyber: You can maintain your Galvan form?Albedo:(transforms into his original Galvan form) Better, I can assume my ultimate form. (Albedo transforms into Ultimate Albedo) Ultimate Albedo! Even Azmuth himself will bow down before the intellect of a hyper evolved Galvan!